St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1887-12-12
!. RT;cI.Es OF INCORPORATION OF

| laws of said state amendatary thereof ana
! supplementary the ;eto. and for that purpose
| do hereby adopt the following articles of in
| corporation:
! Article 1.-The name of this corporation
! shall be The South Duluth Land and Improve
| ment Company.
| corporation shall he to puy, own, improve,
| sell and deal in lands, tenements, and here
! ditaments, real, mixed and personal estate
| and property, and to do and exercise each
! and every act power, and thing proper and
| authorized to be done and exercised under
! the said laws and statutes of SAID state
which may be necessary, desirable, or con-
| venient for the prosecution and advancement
| of said business.
| That the principal place of transacting the
business of this corporation shall be the
| city of St. Paul, in the county of Ramsey,
and state of Minnesota.
Art. ll.-This corporation shall commence
! on the fifteenth Q5th) day of December, \.
d. 1887, and continue thirty 500 years.
Art. III.-The amount of the capital stock
| of this corporation shall be one hundred
| thousand dollars. The stock shall be full
| paid when issued. At least one-half of the
| entire capital stock shall be subscribed at the
| commencement of business by the corpora
! ton. The subscriptions shall be paid in
| under such regulations may be prescribed
! by.resolution of the Board of Directors, en-
| cred into the records of the cor por-
ration, and on the call of The directors or at
such times and in such manner as may be
uNSu by the Dy-ldWS OI the
Land with its Entertainments and appurte-
nances may be received by the corporation
i'll payment for its stock. the value of such
lands with its Entertainments and appurte-
nances having been first fixed ana deter
mined by resolution of the Board of Direct
ors entered into the records of the corpora
ton.
Art IV.-The highest amount of indebted
ness or liability to which this corporation
shall at any time be liable shall be sixty thou
sand dollars.
Art V.-The names of the persons forming
the association Tor incorporation are: Pat
rick II. Kelly, Harlan p. Hall. Lewis Baker,
Frederic 4. Fogg, William Foulke and
Charles F. Diether, all residing in the city of
st. Paul, Ramsey county, Minnesota, and j.
ID. Springer. residing at the city of Mime
apolis, Hennepin county, Minnesota.
Art VI.-The above-named inCOrporatOrS,
Patrick Ii. Kelly, Harlan p. Hall, Lewis
Baker, Frederic A. Fegg. William Foulke.
Charles F. Diether and j. d. Springer shall
constitute the first board of directors of this
corporation.
The officers of this corporation shall con
sist of Il president, vice president, secretary
and treasurer. The above-named Patrick FL.
Kelly shall be the first president Harlan P.
Hall the first vice president. Frederic \.
Fogg the first secretary, and Charles f.
Diether the first treasurer of this corporation.
Said directors and officers hereinbefore
named shall hold their offices and exercise
and discharge the duties thereof until the
third (3dD Wednesday in November, \. ID.
1888, and until their successors are elected
as hereinafter provided and have qualified.
The board of directors of this corporation
shall be composed of seven % members in
Gliding said officers and the term of said
officers and directors, after the first herein
named, shall be one year, and until their
successors are elected and qualified
The government of this corporation and
the management of its affairs shall be vested
in its board of directors and officers.
The directors, after the first herein named.
shall be elected annually by the stockholders
at Il meeting of the stockholders, which shall
be held at said principal office of the corpor-
alton at said ST. Paul, at three 60 o'clock, in
the afternoon on the third (3d) Wednesday
III November, i'll each and every year after
the year a. ID. 1887, and shall be so elected
for the year then next ensuing after their
election, and until their successors are
elected
The president. vice president, treasurer
and secretary after the first herein named,
shall be elected annually at meeting of the
directors, which shall be held AT said princi-
pal office of the corporation, at said St Paul,
on the third (3d) Wednesday i'll November.
in each year after the year A. ID. 1887, and
after the stockholders meeting and election
of directors on that day, for the year then
next ensuing, and by the directors then, and
Mt such stockholders meeting then elected,
for the ensuing year. and from their own
number.
And the first meeting of the board of direct
ors herein named shall be at said principal
Office of the corporation on the twenty-first
(21sU day of December A ID. 1887, at three
(3) O'Clock in the afternoon. In no
case shall the assets of the corporation be
reduced by dividends therefrom below the
face value of the stock issued or subscribed
for, and in every case when such dividend is
10 be made from the assets and property of
The corporation, on the sale and conversion
of the same into money, whereby the prop
erty and assets of the corporation at a cash
valuation would in the judgment of the
hoard Of directors he rpdUppd below the face
value of the stock outstanding or subscribed.
the board of directors are authorized, and it
shall be their duty to call in, cancel, and re-
tire so much and such amount OF such out
standing or subscribed stock as will equalize
the same at its face values with the cash
value of the assets after such proposed divi-
dend is taken therefrom and the board of di-
rectors are empowered to enforce such with
drawal cancellation and retirement of stock
outstanding or subscribed, pro rata and ac-
cording to such dividends to each stock
holder or subscriber on his or her shares i'll
such manner and under such regulations as
they may deem for the best interest of the
corporation. And the corporation shall have
power to buy i'll its own stock and the same
hold as assets and reissue, or retire and can
eel as the board of directors shall deem to
the best interest of the corporation.
No person shall be q director or officer OF
said corporation who is not stakeholder
therein.
The board of directors shall have and may
exercise all and every the powers of boards
of directors, and may fill any vacancy i'll the
offices of directors. and any vacancy i'll the
offices herein named at any general
or special meeting of the board of direct
ors: and may make and enact By laws for said
corporation, and the same alter or amend at
any general or special meeting of their
board; may call special and general meet
ings of the stockholders and directors when
ever in their judgment the business or inter
ests of the corporation require any such
meetings, aud may by their by laws fix gen.
eral meetings of the stockholders and direct
OrS
All deeds and -conveyauces of lands. or
real estate, or of any interest therein, or lien
or charge thereon, on the part of the cOrpor-
alton, shall be signed by the President, and
countersigned by the Secretary. and the seal
of the corporation shall be thereto affixed
Art VII.-The capital stock of this corpor-
alton shall be divided into Two Thousand
(2,00O) shares of Fifty Dollars each.
In witness whereof we, the persons herein
before named as incorporators, have here
unto subscribed our names and affixed our
seals this Dist day of November, \. ID. 1887
LEWIS BAKER, iSeal.l
PATRICK II. KELLY, lSeal.
HARLAN P. HALL, ISeali
FREDERIC A. FOGG, ISealf
WILLIAM FOCLKE, Eseal.
CIIAS. T. DIETHER, seal
j. ID. SPRINGER, lSeuII
Signed and sealed by Patrick II. Kelly Har-
Ian P. Hull Frederic A. Fogg, William Fouike
and Charles +. Dether and Lewis Baker, in
the presence OF
WIN. $. MOORE,
JOHN Z. BRENNAN.
Signed and sealed by j. ID. Springerin pres
ence of
Ii. ID. LARRABEE:
FL. f. ABBOTT.
STATE OF MINNESOTA, GO
COUNTY OF RAMSEY,
Be it known that on this 26th day of
November, a D. 1897 before me. notary
public within and for said Ramsey county,
personally came Patrick II. Kelly, Harlan p
Hall. Lewis Baker, Frederic A. Fogg, William
Foulke and Charles A. Diether, each to me
personally known to be the same persons
who signed and sealed the annexed and tore
going articles of association and CT incorpOr
alton and that they each acknowledged that
they sinned and sealed the slne rs their free